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# Winnebago Ends Vision One Fight, Adds Lamar's CFO To Board And Moves To Scrap Staggered Terms
- URL: https://www.bullished.co/winnebago-ends-vision-one-fight-adds-lamars-cfo-to-board-and-moves-to-scrap-staggered-fc0d7c81/
- Published: 2026-10-23T12:30:57.000Z
- Updated: 2026-10-23T12:30:57.000Z
- Description: The cooperation deal pulls Vision One's director slate and sends a three-year phase-out of the classified board to a shareholder vote.
- Author: Matteo Parrino
- Tags: SEC Filings, WGO, Industry: Consumer Discretionary

[Winnebago Industries](https://www.bullished.co/tag/wgo/), the maker of recreational vehicles, boats and batteries, [settled with activist investor Vision One](https://www.sec.gov/Archives/edgar/data/0000107687/000110465926118302/tm2628163d1%5F8k.htm?ref=bullished.co), agreeing to add a finance executive to its board and to put the end of its staggered board terms to a shareholder vote. In exchange, Vision One withdrew its proxy challenge, according to an 8-K filed Friday.

## The terms of the truce

Under a cooperation agreement dated October 22, Winnebago will nominate Jay L. Johnson as an independent Class III director at its 2026 annual meeting, for a term running to the 2029 meeting. The board will recommend him and solicit proxies for his election.

Vision One Fund and its affiliates irrevocably withdrew their September 15, 2026 notice of shareholder proposals and director nominations, and agreed to stop soliciting shareholders for the 2026 meeting. The agreement also carries standstill, voting and non-disparagement provisions.

The board will not exceed ten directors after the 2026 meeting, until the agreement ends. Johnson will sit on the Audit Committee, which is being renamed the Audit and Finance Committee, with a charter that spells out oversight of capital structure, investments, uses of cash and capital allocation.

If Johnson cannot stand or serve, Vision One may propose replacements that both sides accept, as long as it holds at least the lesser of 0.9% of the common stock or 250,000 shares.

## Ending the staggered board

Winnebago will ask shareholders to approve changes to its articles of incorporation and bylaws that phase out the classified board, where only a slice of directors stands for election each year, over three years. The [company's press release](https://www.globenewswire.com/news-release/2026/10/23/3387208/0/en/winnebago-industries-announces-intention-to-nominate-jay-l-johnson-to-board-of-directors-at-2026-annual-meeting.html?ref=bullished.co) says the phase-out would begin with the 2027 annual meeting.

If the amendments pass, every director would stand for annual election starting at the 2029 meeting. The board will recommend a yes vote, hire a nationally recognized proxy solicitor and use reasonable best efforts to get all directors and officers to vote in favor.

## A CFO with capital-markets credentials

Johnson has been chief financial officer of Lamar Advertising since October 2019, and previously held CFO and treasurer roles at DiamondRock Hospitality and Host Hotels & Resorts. He is a director at SBA Communications.

Chairman John Murabito said Johnson's expertise in "financial management, capital allocation and capital markets" will complement the existing directors.

Winnebago sells Winnebago, Grand Design, Newmar, Chris-Craft and Barletta products mainly through independent dealers in the US and Canada. Its towable RV, motorhome and marine segments are the business the new committee mandate will oversee.

The annual meeting is expected in December, and the definitive proxy statement will set its date and carry the board's formal recommendations on Johnson and the declassification amendments.

### Sources

- [8-K Filing — WINNEBAGO INDUSTRIES INC (WGO)](https://www.sec.gov/Archives/edgar/data/0000107687/000110465926118302/tm2628163d1%5F8k.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit tm2628163d1\_ex99-1.htm — WINNEBAGO INDUSTRIES INC 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0000107687/000110465926118302/tm2628163d1%5Fex99-1.htm?ref=bullished.co) — SEC EDGAR
- [Winnebago Industries Announces Intention to Nominate Jay L.](https://www.globenewswire.com/news-release/2026/10/23/3387208/0/en/winnebago-industries-announces-intention-to-nominate-jay-l-johnson-to-board-of-directors-at-2026-annual-meeting.html?ref=bullished.co) — globenewswire.com

### More on Winnebago Industries

- [Winnebago's Chris-Craft Trade Name Cleared Its Impairment Test With Under 10% To Spare](https://www.bullished.co/winnebagos-chris-craft-trade-name-cleared-its-impairment-test-with-under-10-to-spare-a3037ebe/)
- [Winnebago CEO: Strategy 'Cannot Depend On The Timing Or Magnitude' Of An RV Recovery](https://www.bullished.co/winnebago-ceo-strategy-cannot-depend-on-the-timing-or-magnitude-of-an-rv-recovery-e42bd828/)
- [Winnebago Guides Fiscal 2027 Adjusted Earnings To $1.65 To $2.25 A Share After Fourth-Quarter Revenue Fell To $645.1 Million](https://www.bullished.co/winnebago-guides-fiscal-2027-adjusted-earnings-to-1-65-to-2-25-a-share-after-fourth-f3c9b5c4/)

[All Winnebago Industries (WGO) coverage →](https://www.bullished.co/tag/wgo/)